**AMENDMENT
      TO SECURED SUBORDINATED**


**PROMISSORY
      NOTES AND WARRANTS**





DCAP
      GROUP, INC.


1158
      Broadway


Hewlett,
      New York 11558





May
      25,
      2005





Jack
      Seibald as representative and


attorney-in-fact
      for the holders of


the
      Secured Subordinated Promissory


Notes
      of
      DCAP Group, Inc., dated


July
      10,
      2003, in the outstanding aggregate


principal
      amount of $1,500,000


1336
      Boxwood Drive West


Hewlett
      Harbor, NY 11557





Dear
      Jack:





Reference
      is made to the Secured Subordinated Promissory Notes of DCAP Group, Inc. (the
      “Company”), dated July 10, 2003, in the outstanding aggregate principal amount
      of $1,500,000 (collectively, the “Notes”) and held by the persons and entities
      set forth on Schedule A attached hereto (collectively, the
“Noteholders”).





Reference
      is also made to the Warrants issued by the Company, dated July 10, 2003, to
      the
      Noteholders for the purchase of an aggregate of 97,500 shares of Common Stock
      of
      the Company (collectively, the “Warrants”).





All
      capitalized terms used and not defined herein shall have the meanings ascribed
      thereto in the Notes.





The
      parties agree that, in consideration of the extension hereby of the outside
      date
      by which the Warrants may be exercised from 5:00 P.M., Eastern Time, on January
      10, 2006 to 5:00 P.M., Eastern Time, on September 30, 2007, the Maturity Date
      for each of the Notes is hereby extended from January 10, 2006 to September
      30,
      2007. Except as amended hereby, the Notes and the Warrants shall continue in
      full force and effect in accordance with their respective terms.




Very
      truly yours,





**DCAP
      GROUP, INC.**





By:_________________________


Barry B. Goldstein, President




**Agreed:**






Jack
      Seibald, as representative and attorney-


in-fact
      for the holders of the Secured Subordinated


Promissory
      Notes of DCAP Group, Inc., dated


July
      10,
      2003, in the outstanding aggregate principal amount


of
      $1,500,000





**SCHEDULE
      A**











**Name**
            
            
            **Outstanding
                Principal**
              **Amount
                of Note**
            
            
            **Number
                of Shares**
              **of
                Common Stock**
              **Subject
                to Warrant**IRA
                FBO Stewart R. Spector,
              Pershing
                LLC Custodian
            
            $
            461,538.49
            
            
            30,000IRA
                FBO Jack D. Seibald,
              Pershing
                LLC Custodian
            
            $
            288,461.54
            
            
            18,750J.M.J
                Realty Company
            
            $
            230,769.23
            
            
            15,000Sanders
                Opportunity Fund (Inst.), LP
            
            $
            166,153.85
            
            
            10,800Take-Two
                Capital LP
            
            $
            115,384.61
            
            
            7,500Citco
                Trustees (B.V.I.) Limited as Trustee
              of
                the MS Deferred Income Trust
            
            $
            115,384.61
            
            
            7,500Sanders
                Opportunity Fund, LP
            
            $
            64,615.39
            
            
            4,200Michael
                Rosen and Catherine Rosen
            
            $
            57,692.31
            
            
            3,750